Replies to post #57461 on Rogue One Inc (fka ROAG)

[B RY]

From 9/30 8k filing:“Put Notice Date” shall mean the Trading Day, as set forth below, on which the Investor receives a Put Notice, however a Put Notice shall be deemed delivered on (a) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 9:30 am Eastern Time, or (b) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 9:30 am Eastern Time on a Trading Day. No Put Notice may be deemed delivered on a day that is not a Trading Day.

[flaflyersfan]

confuciussay, follow this simple equation;

$30,000 @ 15% discount to .0002 (.00017) is 176,470,588 shares of FPFI stock which is too many for him or anyone to hold at one time. Anyway, if they could convert that many shares for only $30,000; those 176,470,588 shares could be sold to buyers at .0003 for $52,941 or $22,941 profit at even an only 15% discount to market.

The equation above shows why there is nowhere near enough unissued shares to come anywhere close to converting $1.25 million or handle all of the other Convertible Notes outstanding for FPFI. Hope this helps.

Good luck.

[Odessa99]

IMO, the terms of this agreement for up to $1.25 million in funding are quite favorable (relatively speaking, as compared to other OTC funding agreements).

For starters, there is only a 15% discount applied to the lowest avg trading day bids (I've seen as much as a 50% discount applied). Secondly, the measurement period for the computation of the avg price is only 7 days (the more days, the worse the agrmt). Thirdly, the period covered is 36 months long. This means that Fresh Promise can wait for the share price to recover, and then 'Put' a whole lot of those recovered-price shares to J.P. Carey Enterprises, with a higher cost basis. Fourthly, it provides for more than $1 million, so it is deep funding.

Additionally, the financing is structured as a 3 year 'put' option. For those who are unfamiliar with how a 'Put' option works, it is the right (but not the obligation) to sell a certain number of shares at a certain price. Since FPFI holds the 'Put' option, all power and timing is with FPFI. They can 'put' none of the shares when the stock price is weakest, and 'put' many shares when the stock price is strong.

For this reason, it is far more favorable than a convertible note, where the share price may be in the dumps just as the note due date is approaching.

While there is still some degree of uncertainty with this specific agreement, because the put share price will be determined by 7 days of trading after notice of the intent to put by FPFI, 7 days of uncertainty is far better than the 6 months to a year of share price uncertainty on a typical convertible note.

As always, simply my opinion.

"Effective September 24, 2014, Fresh Promise Foods, Inc. (the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with J.P. Carey Enterprises, Inc. (“Carey”), whereby the parties also agreed to enter into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the terms of the Investment Agreement, for a period of thirty-six (36) months commencing on the trading day immediately following date of effectiveness of the Registration Statement (as defined below), Carey shall commit to purchase up to $1,250,000 of the Company’s common stock, par value $0.00001 per share (the “Shares”), pursuant to Puts (as defined below), covering the Registrable Securities (as defined below). The purchase price of the Shares under the Investment Agreement is equal to a fifteen (15%) percent discount to the average of the three lowest closing bids as calculated using the average of the three lowest closing bids during the last seven trading days after the Company delivers to Carey a Put notice in writing requiring Carey to purchase shares of the Company, subject to the terms of the Investment Agreement."

Does anyone here understand the terms of that deal with JC? I can honestly say I don't get it and would like to have a better understanding of the terms.

FPFI